▷ What legal form should be adopted for a liberal profession? 2020

What is a liberal profession?

If you exercise independently and under your responsibility a civil activity that provides mainly intellectual services, you correspond to the more complete definition provided by article 29 the law n ° 2012-387 of March 22, 2012 relating to the simplification of the law and the reduction of the administrative procedures:

“The liberal professions group together persons exercising on a regular basis, independently and under their responsibility, an activity of a generally civil nature whose purpose is to provide, in the interest of the client or the public, services that are mainly intellectual, technical or care, implemented by means of appropriate professional qualifications and in compliance with ethical principles or professional ethics, without prejudice to the legislative provisions applicable to other forms of self-employment. “

A European Union directive also clarified positively the concept of liberal profession regulated in recital 43 of Directive 2005/36 / EC of the European Parliament and of the Council of September 7, 2005 on the recognition of professional qualifications :

“The liberal profession designates any profession exercised on the basis of appropriate professional qualifications, in a personal capacity, under its own responsibility and in a professionally independent manner, by offering intellectual and conceptual services in the interest of the client and the public. “

Two types of liberal professions

French law distinguishes two large families of liberal professions : on the one hand the liberal professions called “regulated”, on the other “non-regulated”. While the latter are the most numerous, especially since the creation of the auto-entrepreneur regime in 2009, they are less known to the general public. For their part, the regulated liberal professions include, for example, legal activities such as notaries and lawyers, chartered accountants, the health professions (medical biology, doctors, etc.) and a few others (in total around twenty). The list of regulated activities is defined by legislative decree. To check whether your activity is part of it, it is recommended that you inquire with a professional body: union, professional order, association, etc.

Unregulated profession: a wide choice of legal status

The important element concerning the liberal professions for the choice of your legal form is therefore the precise nature of your activity: is it regulated or not? For an unregulated activity, you can opt for different legal frameworks starting with individual business classic or under the micro-enterprise scheme (new name since 2016 of the autoentrepreneur scheme). In the context of a sole proprietorship, you carry out your activity in your own name and commit your personal assets. To avoid this exposure of your assets to the risks of the activity, it is possible to create another variant of the sole proprietorship: that of EIRL, i.e. the sole proprietorship with limited liability. The incorporation of a company for your liberal profession is the solution that allowscreate a legal person: limited liability company (SARL or its one-person version EURL), joint stock company (SAS or SASU for a single shareholder), and more rarely a public limited company (SA).

Regulated profession: companies specific to certain professions

In addition to the legal forms mentioned above, and widely used for commercial activities, there are civil societies particularly suited to the liberal professions, some of which are exclusively reserved for regulated activities. It’s about the SCP and SEL. A legislative decree defines the list of activities concerned by these civil societies. The interest is to share certain charges : premises, secretariat … For customers, this ensures a permanent presence by arranging between the partners during the holidays.

The professional civil society (SCP) is the older of the two. It allows several people carrying out the same activity regulated to regroup. This one activity principle must be respected. For example, an SCP cannot combine physiotherapy and nursing massage activities. The first drawback is the responsibility of the associates of the CPA: it is indefinite. Another element to consider: participation in an SCP prohibits taking shares in another SCP. For tax purposes, it is possible to opt for corporate tax, without the possibility of reverting to the default tax regime of the SCP: income tax.

Defined by a law of December 31, 1990, the liberal exercise society (SEL) is the other legal form applicable to a regulated activity. She is adapted from conventional trading companies and thus comes in different forms:

SEL-type companies are more flexible than SCPs and there are three different types of partners:

Persons exercising the same regulated activity within SEL;

Liberal professionals who practice in another SEL;

Non-professional outsiders.

The law was relaxed in August 2015, in particular with regard to a majority in the capital and the right to vote. The conditions of these participations of these different types of associates are defined by application decree providing specificities for each profession. The current version can be viewed online.

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